Thursday, January 8, 2009

Raju can go to jail for 10 years for cheating investors

Satyam Computer Services former Chairman B Ramalinga Raju can face up to 10 years imprisonment along with a fine, which may extend to Rs 25 crore, in the financial fraud that led to erosion of investors wealth by whopping Rs 10,000 crore in a day.

Market regulator Securities and Exchange Board of India already has ordered an enquiry into the issue to find out if Raju has violated the various regulations pertaining to dealings in securities market.

The regulator would look into various statutory violations, which include unfair trade practices, insider trading regulation and take over code. The enquiry would be conducted by a SEBI General Manager, Sunil Kumar, who had been designated as investigating authority.

Under the SEBI Act, imprisonment and monetary penalty could be awarded "if any person contravenes or attempts to contravene or abets the contravention of the provision of this Act or of any rules or regulations made there under".

This would mean that Raju could be punished for violating the securities regulation and as well as for abetting officers of Satyam to commit financial fraud, corporate law practitioners said.

In addition to violation of the SEBI norms, Raju can also be tried for other offences like misappropriation of funds and breach of trust under various sections of the Indian Penal Code and Companies Act.

More significantly, noted Supreme Court lawyer Fali S Nariman said that the country needs to put in place system to check such corporate frauds and financial irregularities.

"It has grave implications on corporate morality... It is disquieting that it is happening all over the world. I am very disturbed and its a very bad sign," he added.

Satyam press meet: Highlights

* Legally required to declare Q3 results by end Jan
* I have no knowledge of where Raju is; I assume that he's in Hyderabad: Mynampati.

Satyam: The truth at last!

* New management may recommend action against Satyam founder Ramalinga Raju; many actions are possible for company's future: Myanmpati.
* December obligations are met but Satyam faces immediate liquidity crisis: looking to raise liquidity

Ramalinga Raju: The man who pulled off India's biggest corporate fraud

* Many actions possible once we ascertain validity of Raju's statement
* Three members on board of Satyam as of now
* CFO has been cooperating with information needed


* Satyam CFO sends in his resignation. Not accepted yet: Myampati
* Are identifying new board candidates
* Have launched process to assess financial position
* Will do everything to protect careers, livelihoods

* Have received expressions of support from key customers
* Speaking to top 100 clients individually
* SEBI team in Satyam office today

Two class action suits filed against Satyam in US

* There is a legal status to me taking the role of Interim CEO
* Expect smooth transition in leadership
* Board talking to all clients; resolves to continue with the business uninterrupted: Mynampati.
* Liquidity position is not encouraging : Mynampati.
* Board launches process to ascertain disclosure made by Ramalinga Raju and correct financial irregularities
* Board relied on audited data on revenue; no inkling about fraud: Satyam interim CEO Ram Mynampati.

Satyam goes off Sensex, replaced by Sun Pharma

The Bombay Stock Exchange on Thursday said it will replace Satyam Computer with Sun Pharmaceutical in its benchmark index Sensex with effect from 12 January.
Satyam would also be removed from various other indices like BSE-100, BSE 200, BSE-500 and BSE Teck and BSE IT index, the exchange said in a statement.
“Trading members of the exchange are hereby informed that the replacements would be made with effect from 12 January,” the statement added.
Further, GlaxoSmithkline Pharmaceuticals would replace Satyam in the BSE 100 index, while the IT firm would be replaced by Castrol India in the BSE 200 index.
Meanwhile, Cadila Healthcare replaces Satyam Computer in the BSE-500 index.
The statement by the exchange comes a day after the NSE said it would strike off Satyam from its benchmark index Nifty with effect from 12 January.
The National Stock Exchange has removed the company from various other indices like the CNX 100, S&P CNX 500, CNX IT and the CNX Services sector index.

Wednesday, January 7, 2009

Give back the cash, Mr Raju

Satyam Computer Services Ltd’s shares crashed on Wednesday, despite the revoking of the Maytas deal. That is unsurprising, given that the deal completely exposed the Satyam management. Behind the sell-off is the fear that, even if the deal has been called off, what’s to prevent it from doing a similar one in future, perhaps in more innovative ways. Trust has clearly been betrayed.
Some analysts point out that the Satyam management had also painted a bleak picture of the prospects for its IT business in its conference call on Tuesday.
The management had said that growth would be flat in 2009-10 and that the risk in its traditional verticals had increased because of the recession. It said that there was poor visibility in the IT market and that the IT business model had become riskier, specifically mentioning currency and hedging risks. As a matter of fact, the management had explained that the reason it wanted to buy an infrastructure company rather than an IT company was because of the clouded outlook for IT.
But that’s unlikely to be the real reason for dumping the stock—most analysts are perfectly aware of the risks in the sector. Moreover, it’s very likely the Satyam management’s downplaying of the outlook for IT was motivated by the desire to explain away its choice of buying an infrastructure firm. Both the Wipro and Infosys stocks were up on Wednesday.
Yet another reason, as a Citigroup research note pointed out, is that “Management focus seems to have been diverted—the unrelated diversification does suggest that. In that case, we expect the core IT business to get derated significantly.”
What’s the remedy for shareholders, apart from dumping the Satyam stock? Well, the obvious thing would be to change the management, which holds a mere 8.6% of the company’s shares. Company law expert Jayant Thakur points out that shareholders who together hold more than 10% of the total capital have the right to call an extraordinary general meeting and put their demand for electing a new management on the agenda. But he also says that there will be plenty of procedural blocks that the current management can employ to thwart these plans, including recourse to the courts with a view to delaying the process.
As for the Satyam management, the only way it can regain at least some of the trust of shareholders is by giving them back most of the cash in its books, perhaps by way of a special dividend. This is all the more necessary if its claims that it is unable to find a suitable acquisition in the IT space are true. But given its track record, it’s very unlikely it will do anything of the sort.

What should Satyam and Raju do?

The aborted attempt to acquire two companies promoted by Satyam Computer Services Ltd’s chairman’s family have resulted in a significant loss of face for the company. The deal would have benefited chairman Ramalinga Raju’s family at the expense of minority shareholders.
Analysts and fund managers protested against the move in a Tuesday call with the company, and investors battered the company’s stock on Wednesday even after Satyam pulled the plug on the acquisitions, and while the stock regained some lost ground on Thursday, the company’s image has taken a beating. In an attempt to placate analysts, fund managers and shareholders—some are asking the company to pay out its reserves as dividend, and a few have asked for a change in the senior management—Satyam announced that its board is meeting a consider a share buy-back, but the company will have to do a lot more.

Don’t cover up; admit, explain
Founder CEO, Nobby Brand Architects & Strategic Marketing Consultants
There is no denying the fact that they have shot themselves in the foot. Their decision has caused irreparable damage to their brand equity. In a service industry, trust is a very important component that builds brand equity. With their action and inaction, they have shaken shareholders, customers, employees and investors who had no knowledge of the developments till they saw the news. While one can damage a trust position quickly, rebuilding it takes a long time. The company should have had the foresight to know the repercussions of this decision.
Now, they first need to explain why they did it. If there was a strong internal reason—(the deal) seems to be in their family’s interest—they have to admit that they slipped. That kind of admission takes a lot of strength.
The idea is not to try and cover up what they have done but to explain and be transparent. They also need to be more active and transparent with their internal customers, employees, because they are the ones who deal with external customers.

Will have to move the goalpost
Dilip Cherian
Consulting partner, Perfect Relations Pvt. Ltd, a New Delhi-based public relations firm
The real option for Raju is to be able to initiate and then sustain a campaign that shows his move to be truly visionary.
If he can project a unified and visionary image for Satyam 2020, he will not have to prove anything in the short run. It is what we call moving the goalpost.

They have done the first thing right. They have been quick to correct their mistake rather than letting it fester. So, the mistake has been reversed.
The question as a whole is whether the promoters’ self interest has taken precedence over shareholder interest. How committed is Satyam to its shareholders? The whole issue is that of credibility.
Sometimes, you can retrieve a one-time error as an error in judgement. But a perceived error in intent is difficult to retrieve. The company will then be looked at through a filter of suspicion.
Satyam, therefore, needs to take a series of actions that reassure shareholders that it is a one-time error in judgement. It will take a consistent set of actions over a sustained period of time to convince stakeholders that the problem is not with their intent.
The one thing they should not do is over-explain themselves. They should move on and focus on the next significant action, which will speak louder than the first.

M. Unni Krishnan
Managing director,
Brand Finance Plc., a UK-based brand valuation consultancy
To start off, they do have their knickers in a twist. Satyam did have the presence of mind to call it off. Therefore, we need to give them credit for correcting their mistake. The damage to their reputation will, however, take a while to reverse. Satyam has always been bunched up in the same league as some of the top blue-chip companies such as Infosys, TCS and Wipro. These are all companies that are known for their strong corporate governance. Having fallen from grace and this peer set, the key issue is how to get back into that league again. It is going to be a very tough task. Even their core IT business will have to work very hard to recapture the lost ground. With the kind of shareholder activism we have witnessed, companies have to be very careful about their reputation, as it could vaporize overnight. As for what Satyam should do now, part one of the story is done. They have reversed the deal. Now, they have to take steps to reinforce trust and credibility. Their actions will have to speak as words will be discounted very quickly.


Enron in India has been an economic disaster and a human rights nightmare. - Satyam the secont Enron

Enron's collapse may have begun with the kind of misadventures it engaged in half a world away among the quiet coastal villages of Dabhol, India.

In 1992, the Enron Corp. announced it would build a $3 billion natural-gas power plant in Dabhol in the western state of Maharashtra. The project was to be the poster child of economic liberalization in the country -- the single largest direct foreign investment in India's history.

Instead, Enron in India has been an economic disaster and a human rights nightmare.

From the get-go, the Dabhol project was mired in controversy. Enron worked hand in hand with corrupt Indian politicians and bureaucrats in rushing the project through. Charges filed by an Indian public interest group allege Enron and the Indian company Reliance bribed the Indian petroleum minister in 1992-93 to secure the contract to produce and sell oil and gas from the nearby Panna and Mukta fields to supply the plant.

A Human Rights Watch report recounted incidents of farmers' land stolen, water sources damaged, officials bribed and opponents of the project arrested on trumped-up charges. In 1997, the state police attacked a fishing village where many residents opposed the plant. The pregnant wife of one protest leader was dragged naked from her home and beaten with batons.

The state forces accused of abuses provided security to the Dabhol Power Corporation (DPC), a joint venture of Enron, the Bechtel Corp. and General Electric, overseen by Enron.

The U.S. State Department issued the DPC a human rights clean bill of health. Charged with the assessment was U.S. Ambassador Frank Wisner, who had also helped Enron get a contract to manage a power plant in Subic Bay in the Philippines in 1993. Shortly after leaving his post in India in 1997, Wisner took up an appointment to the board of directors of Enron Oil and Gas, a subsidiary of Enron.

Thanks in part to Wisner's positive rights review, Washington extended some $300 million in loan guarantees to Enron for its investment in Dabhol -- even though the World Bank had refused to finance the project, calling it unviable.

A recent Indian investigative committee report exposed an "utter failure of governance" -- bribery, lack of competitive bidding, secrecy, etc. -- by both the Indian federal government and two successive state governments as they rushed the Enron project through.

By June 2001, the Maharashtra state government had already broken off its agreement with DPC because its power cost too much. That was the plant's one and only customer.

By December, news of Enron's collapse was in newspapers across the world. But the company still filed a $200 million claim with the U.S. government's Overseas Private Investment Corporation, a U.S. taxpayer-funded insurance fund for American companies abroad, in an attempt to recoup losses from the DPC. Indian newspapers reported that Vice President Dick Cheney, Treasury Secretary Paul O'Neil and Commerce Secretary Don Evans tried to twist the Indian government's arm into coughing up the money. Otherwise, U.S. officials warned, other investment projects would be jeopardized. International media reported last month that U.S. government documents showed Cheney tried to help collect the debt.

Today in Dabhol, the power plant is considered polluting and undependable. Spring water has become undrinkable, the mango crop is blighted and the fish catch is dwindling. Often at nightfall, the electricity fails.

How did Enron manage to push the project through? By using a time-tested strategy. Centuries ago, the East India Company went to India to trade and stayed on to rule. Before long, Indian money and goods were feeding coffers in London, and the products were sold back to the colony. The DPC was in India, but the money went to Enron's offshore tax shelters. And just like the East India Company, Enron appeared to apply a strategy of divide and conquer. It offered groups of villagers money, hospitals and lucrative labor contracts, with the result that families sometimes became divided against each other.

Shrugging off early gains - 7 Jan 2009 - Satyams Fraud

Shrugging off early gains, the Bombay Stock Exchange benchmark Sensex on Wednesday nosedived over 692 points midway to dip well below the psychological 10,000 point level, on heavy selling by funds after reports of Satyam Computer Services Chairman resigning.
The Sensex, which commenced the day higher by 133.79 points, dropped by 692.37 points, or 6.70%, to 9,643.56 at 1245 hrs, as the index-linked Satyam Computer plunged to Rs52.65 from Tuesday’s close of Rs178.95.
Last night Satyam’s ADR was higher by 4% on the Nasdaq
Selling pressure began after reports that Satyam Computer Services Chairman Ramalinga Raju tendered his resignation, ahead of the crucial January 10 Board meeting.
With mounting selling pressure, the 50-share National Stock Exchange’s index Nifty dropped by 201.00 points, or 6.45%, to 2,911.00 at the same time.

Nasscom, FICCI call for revamp of corp governance norms

Ramalinga Raju, Chairman, Satyam, in a letter to the board said financial statements of the company have been inflated and that this was going on for a number of years. This announcement has come as a shock to everyone, including corporate bodies like Federation of Indian Chambers of Commerce and Industry, and the National Association of Software and Services Companies.



So, will it hit dent confidence and trust in Indian companies, and IT in particular?



Ganesh Natarajan, Chairman, Nasscom, said clients would look at IT companies they are dealing with to ensure reliability, ensure trustworthiness, and make sure that there is long standing capability to service them.



He feels this is a very firm specific issue. “There has been a breakdown of corporate governance, especially over a period of time. There needs to be a lot of soul searching and regulations need to be put in place to make sure it doesn’t happen again. I am worried because India’s reputation in corporate governance has been impacted. I do not believe this has any impact on the IT industry itself. This is an overall corporate governance issue at a firm level. But in terms of improving corporate governance, I really don’t believe that is a mandate of any association.”



Rajeev Chandrashekar, President, FICCI, said, there is a need for a fundamental and deep examination of what went wrong. “I don’t think it is overstating the case at all. What happened following Enron in the US is bound to happen here. There is definitely a need for deeper and harder look at what we have been calling corporate governance over the last few years. There have been far too many self-congratulatory awards being given out in terms of corporate governance and disclosure etc. We have to as a system ‑ whether it is the government, regulators, bankers ‑ take a deep look into what allowed this to continue for so long.”



According to him, the issue raises questions on the capability of independent directors to understand what’s going on. “The whole idea of an independent director on a board is that they actually take the time, have the capacity to understand what the company is doing, what the nature of the business is, and what the details of the business are. The kindest explanation for all this is that the board of directors got conned, which in itself is not a very good thing. I think independent directors have a responsibility and there is probably a discussion that needs to happen about what’s the role of an independent director. Is it just independence that is the qualification or is independence and the capacity to understand the business that is required, when you get independent directors on board?”

Fraud to take Satyam stock to Rs 10: Shankar Sharma

Ramalinga Raju, Chairman of Satyam resigned from the Satyam board today, reports CNBC-TV18. He wrote a letter to the Satyam board admitting that the IT major's balance sheet has an inflated cash and bank balance of Rs 5,040 crore.



Appalled at the recent development market experts react and question the integrity of the auditors of the company.


Shankar Sharma of First Global said Ramalinga Raju’s confession to the fraud in Satyam's books would have a huge impact on FII and FDI sentiment in India. "An emerging market has to be more careful. We expects the stock to go down to Rs 10-30 levels. We think that trading must not be stopped and investors must be given an opportunity to exit the stock."



About the auditors, Sharma said that he has never been a fan of the big 4 auditors and feel they could be clearly fooled



SP Tulisan of sptulsian.com feels the auditors of Satyam balance sheet could not be given a clean chit either."Bankers and auditors should be held equally responsible." There has been a clubbing of personal affairs with the company affairs, he said.



Nirmal Jain of India Infoline said he was shocked by Ramalinga Raju's confession on Satyam and hopes it gets over as soon as possible. “This is one company on which we had done an expose in 2001, where there was some subsidiary company in which sales were transferred. Most people don’t change their stripes and this one indication in year 2001 was also an indicator that these promoters are unscrupulous in that way.”



However, Jain is not worried about the impact of the Satyam scam on the overall FII or FDI confidence. He said that global scams have not affected their markets. “I am not particularly worried about the confidence of the economy or Indian corporates in general because this is a one off case.”



Sandeep Parekh from IIM believes Ramalinga Raju may have to face criminal prosecution of upto 10 years and penalty of Rs 25 crore. There will be several criminal action that will be followed; may last for many years, he said. “Besided stock prices the consequences will last for a long time.”



Parekh said that he had been listening to many other issues and so is not really shocked with Satyam. He said that somebody would have to acquire the company for operations to carry on with its current form.

Raju admits fraud; Satyam books inflated of Rs 5040cr

Ramalinga Raju, Chairman of Satyam has resigned from the board, reports CNBC-TV18. In his letter to the board, Raju admitted that the IT major's balance sheet has inflated cash and bank balance of Rs 5,040 crore. "No board member had any knowledge of the real situation. Accrued interest of Rs 376 crore in books is non-existent. Rs 1,230 crore was arranged to Satyam, but was not reflected in the books."

According to Raju, Ram Mynampati will now act as an interim CEO.



Raju said Merrill Lynch could be entrusted to explore merger options and he has asked auditors for restatement of accounts in light of the new facts